Look Who's Morphing
by desi393
Summary: EPISODE 5 in my Next Generation series featuring Wyatt and Chris. We learn a little more about the Bennetts and the Source of All Evil who arrived when they did.
1. If These Walls Could Talk

Disclaimer: I don't own Charmed

Disclaimer: I don't own Charmed

A/N this is my Episode 5 of the Next Generation series

**A/N Reworking this one now**

(X)

Night in San Francisco, everything is calm, except the three people walking down the street. The three walked astride, arguing and pushing pedestrians out of the way. Had any of the pedestrians been a Halliwell, they would have recognized the three for what the really were. Unfortunately, there were no Halliwells on this particular street. The pedestrians may not have recognized that demons walked amongst them but they did recognize the danger of the three 'people' on the street. The people, who hurried out of their way, hoping to avoid notice, never realized how close to death they had come.

"How are we going to be victorious, when so many of our predecessors have not!" yelled the tallest of the three. At 6'5", he would have stood out in most crowds by virtue of height alone. The fact that his aura was so menacing that everyone around him, save his two companions, shuddered when they got too close added to his scary persona.

"It's an honor. If you're afraid…." The woman, Zahra, let her disdain trail. Tall for a woman, she came to her companions shoulder. Her straight hair was held severely back in a long ponytail. Her stride was almost catlike, purposeful and lean.

"I'm not afraid!" He denied, anger thickening his voice. The scurrying people sped up at the sound of his rage. "I just want a plan. I don't want to die. I am not stupid." He spat.

"I have a plan." The shorter man spoke, stalling the fight between his companions, "Besides, it's not as if we're going after the Charmed Ones. We're going after a group of young witches new to their powers, their deaths will destroy the Charmed Ones … figuratively," he smiled evilly, "Then, we can destroy them literally." Out of the three, he was the most menacing. Looking into his eyes was as close to looking into hell as most people would get without first dying.

(X)

As Chris entered P3, he noticed the delivery truck outside. With satisfaction, he saw that Pace was busy putting away the day's delivery. Slowly, he and Pace were getting to be friends. Chris had plenty of relatives he could relate to, no pun intended. But Chris had never had a friend that he could be himself around. After Pace had come clean about who and what he and his family were, he'd become more open and less guarded. Pace's dropping of his walls forced Chris to realize that when it came to magic, he had walls of his own. He liked having a friend that he didn't have to hide his true nature from.

"How are you today, Pace?"

"Good. Pop got hired today. Thanks for putting in a good word with your friend."

Chris smiled, "No problem. If anyone should be a cop it's your dad." Chris and his older brother Wyatt had spoken to longtime family friend Daryll Morris about Drew Bennett, Pace's father. Pace and his family had fled their reality when demons had taken over. Drew had been a police officer in his own reality but without the brothers' help would have had a harder time getting a job at SFPD.

Pace agreed, "He is a great cop. But I think he's more relieved to be doing something… finally feeling at home." He frowned. "We didn't think it would take so long to adjust to this new reality."

Chris noticed the frown, "What about your mom?" He asked, guessing correctly the cause.

"She definitely got a spark of life when she helped you and Wyatt out with that girl. I just wish she could find something to keep that spark going…"

Chris thought for a moment, "All we need to do is get your mom a job. It can't be good for her to be holed up in a hotel suite like some escaped con. Getting out in the world should help remind her of why it's such a great place." Inspiration struck, "What would she think about teaching at magic school?"

"Magic what?" Pace asked confused.

"Magic School," Chris supplied, "Self explanatory, a school for magical children and teens." He frowned, "You didn't have magic school?"

Pace shook his head in the negative, "If there was one, I never heard about it."

"My dad is kind of in charge there. I just thought maybe it would be fitting, considering the rest of your family seems to be working with mine. I'm pretty sure that they could use more help." At Pace's confused expression, Chris elaborated, "When magic was on hiatus, magic school was the one place where mortals still had magic…toned down. But there were kids who didn't come from magical families who had no idea that they had powers…"

"Until magic came back," Pace finished, grasping the situation.

Chris nodded, "So enrollment has almost doubled, 'toned down' is not the term for magic school this year. Everyone's flexing their magical muscles, newcomers to the craft have to be taught restraint…okay, it's a school, and they _all _have to be taught restraint. It's fairly daunting. Do you think your mom could teach?"

"My mom can do anything!" Pace said with a laugh, obviously proud of his mom.

"You love her a lot." Chris stated. "Don't worry, you won't get any 'momma's boy' jokes from _me,"_ He assured Pace, then with a shrug, "Besides, it's not so bad being a momma's boy when momma kicks ass." They both laughed. "I know you want her to be happy, to adjust. I know you worry about her and are protective." At Pace's questioning look, Chris added, "I know what it's like to have a family you love."

"We're all protective of Mom. It's mostly unnecessary; my mom can definitely take care of herself. She's just so sad, that we sometimes forget how strong she really is. My mom's entire family was destroyed by The Source. She lost her baby sister a year ago. She feels guilty, like she should have protected her better. She's got the big sister mentality."

"I can definitely relate. My mom's the same." Chris agreed, encouraging the young man to continue.

"When each of her siblings died, Mom felt a little more guilt. She had a sister who died in childbirth and STILL she felt guilty about it. It weighs her down a lot. She deserves to be happy. We all left our version of San Francisco behind, hoping to leave some of Mom's pain in that reality."

"I really hope that she has happiness in her new life. My mom's older sister died before I was born and still on the anniversary of her death Mom lights a candle and says a prayer. She still mourns my Aunt Prue and insists, to this day, that Prue was the best of them. She had a hard time accepting Paige when she discovered she had another sister, and poor Aunt Paige had a tough time trying to fit in and fill Prue's wonder witch shoes. I could not imagine losing either Wyatt or Melinda. I can't fathom the pain of losing a sibling. I hope I never find out." Chris wished aloud fervently.

"Pray you don't, my friend. With demonic power active and awake, it could happen. Protect them, always." Pace counseled.

From the shadows of the entrance to the club, the delivery driver listened raptly. He quickly exited and headed to the truck. He slid into the driver's seat and looked to his right. His double was on the seat except his head was at an odd angle.

"Well, I'll have to get rid of YOU and the truck," he said peevishly, glaring at the man as if it were _his _fault that he was dead and such a nuisance.


	2. Bird on the Sill

Disclaimer: I don't own Charmed

The eldest Charmed One sat with her family at the dinner table in her ancestral home. Piper looked around at her family and couldn't stop grinning. She'd been worried that when her 'boys' moved out these family dinners would be rare. Her sons made a point of coming over at least once a week for some family time. She just wasn't sure what they missed more, the family or her cooking.

Melinda was telling her brothers about her extracurricular activities at magic school. The siblings had never been students there, Piper had insisted on normalcy, and Mel was a college student now besides, but the family had decided that the large number of the children of The Charmed Ones should have a place to practice and spar. Magic school supplied them the means to accomplish this in relative peace and without the hassle of worrying about exposing themselves to the non-magical community. "So Vic started the bookcase on fire and Sam just blew it out. Mom had to erase the scorch marks…" Piper's first power had been to freeze time and then she gained molecular combustion. After the magical hiatus, she had discovered that her powers had grown to include the 'rewinding' of certain moments in time. This came in handy, if Piper 'rewound' a demon attack and vanquish it would have been useless to just have the power to 'rewind', she'd be bringing the demon back to life and they'd have to vanquish all over, but her nifty little power allowed her to isolate molecules of her choosing to be 'rewound', which saved on messes. Piper was tickled.

"Speaking of Magic School, Dad, do you need any help?" Chris asked.

"Well, all of my students are advancing at a rapid rate ever since magic came back, so, yes, I think I could use extra hands, especially if they're magical." Leo glanced ruefully at his wife, he did not mind being mortal with Piper, but, sometimes, being in charge of magical teenagers without any powers of his own could be a challenge. He looked warmly at Chris, figuring, incorrectly, that Chris was planning on volunteering to help out at school.

"Our friend, Priscilla, could use a job. Her hands are magical, she has experience and she really needs something to help her adjust to her new circumstances and feel useful."

"You seem to know an awful lot about and have a lot of interest in people you just met." Piper noted, remembering that Wyatt had asked her to hire Palmer, Priscilla's son, at Angel's.

"Priscilla and her family are our innocents," Wyatt told his mother in explanation.

"I think helping them will be fairly long term," Chris added, "But they do deserve our help."

Piper cocked a brow and waited for more details. The brother's exchanged a look and sighed. They knew that their mom wanted answers and would hound them until she got them.

"I'm not sure if they'd like us telling you, but I trust you…" Wyatt began.

Piper said dryly, "Thanks."

"On the day that magic came back, the whole family, Drew, the father, Priscilla, the mother and the three brothers, Parker, Pace and Palmer…"

"Somebody OUTSIDE our family has a fascination with Ps?" Mel snorted.

Wyatt shot her a look of agreement, "Anyway," he rolled his eyes at his sister for interrupting, "they came through a portal, from a really bad place."

Chris could tell that his mother was dying to speak so he hurriedly continued, "A place where white magic was almost extinct and demons ruled. Pace's mom lost all of her siblings and was terrified of losing her children, so they came here."

Wyatt, sensing that Piper still wanted to interrupt and had a scowl on her face continued, "They are so scared, mom. When you look at their faces, you just KNOW that they are good people and that they were being hunted. Chris and I are kind of looking out for them."

"But, if these people have been hunted, do you think it's fair to put any one of them in a school? It's not quiet or restful." Leo warned, concern clear on his kind face.

"I think she could handle it. Maybe she'll even get some sort of hope when she sees that white magic is thriving, and she can help be a part of it."

"Molding young minds…" Wyatt inserted.

"I hope you two know what you are doing," Piper finally got her chance to speak, "Just because it looks like an innocent and walks like an innocent, doesn't mean it IS an innocent." She waved away the retorts she could see forming, "Demons have had twenty years to plan. You'd both better be careful." She warned. "But at least I have one of them working for me, maybe Mel and I will keep an eye on your new friends, just to make sure that they are who they say."

"You're the best!" Mel squealed as she rushed to her mother and gave her an enthusiastic hug, thrilled that her mom was enlisting her help.

"Mom, they won't like that." Chris warned.

"They've been hunted by magic for years, they deserve better." Wyatt added.

"I'm not 'hunting' them. I deserve to know that MY family is safe. It won't do any harm if they have nothing to hide." Piper stated in her best motherly 'that's final' voice. Her sons knew better than to argue.

The family was so intent on their discussion that no one noticed the bird that had been sitting patiently on the window ledge, partially hidden by the stained glass windows. And, no one took notice when the bird flew away.

(X)

**A/N reworked, barely**


	3. Shape shifters!

Disclaimer: I don't own Charmed

"Thank you for inviting me to lunch, Paige," Priscilla Bennett thanked her new friend as she sat at the small round table.

Paige gave a sheepishly apologetic look to Priscilla, "Actually, I feel guilty that I didn't call sooner. The party was a week ago, my nephews tell me that you're new to town," Paige shrugged and laughed self deprecatingly, " Trust me, I know what it's like to find yourself in new surroundings, trying to fit in…" She trailed off.

"Please don't feel guilty." Priscilla smiled warmly, looking around the restaurant, "This is a welcome respite; I don't know how much more of wandering aimlessly around San Francisco or staring at my hotel walls I can take," she confided.

"No luck house hunting?" Paige gave Priscilla a look of sympathy, "That's got to be hard."

"None," Priscilla shook her head, "I know what I want but I can't find it. I'm a bit picky," she winked, her blue eyes twinkling.

"Tell me about yourself," Paige insisted. She knew that Phoebe had suggested that they keep their eyes on Priscilla but her instincts told her that the woman across from her was no threat to their family. Since Paige had learned to trust her instincts, she asked out of curiosity rather than a need to pry into the mystery surrounding the woman. She happily anticipated making a new friend.

Priscilla laughed, "How boring. You know so much already that there's not much left to tell. I moved here recently because of the crime in my old town." That was the 'official' story, anyway, and Priscilla didn't deviate from the well rehearsed script. "My three sons came with my husband and I. My husband just got hired on the force here, so he's still a detective, my oldest son is a photographer, my middle son works for Chris at P3 and my youngest works at Angel's and goes to school in hopes of following in his father's footsteps," suddenly amused, she laughed, "I always promised myself that I would never be one of those women who defined herself by her husband and children…" she shook her head ruefully. "Pathetic. Your turn." She invited.

Paige laughed, "I'll start with the husband and kids, they do have a way of defining us. Henry is a parole officer. Samantha and Victoria are my twins, they're in college and they change majors every other week. Henry Jr. just started college but he knows what he wants, he's studying to be a doctor." Paige beamed proudly, "Then, of course, there are my two sisters and their children. We're a close knit family. So close we live within houses of each other. Funny," she mused, "when I first met Piper and Phoebe it felt so awkward, but we've gotten close."

"When you first met?" Priscilla questioned.

"Our mom gave me up for adoption and we didn't know we were sisters until we were adults," Paige replied simply. The truth was far from simple but Paige had her own 'official' story to stick to.

"Wow! That must have been hard. Bam, you've got sisters you never knew existed. Now I understand earlier what you meant by trying to fit in. Seems like you managed it, though." It was Priscilla's turn to be sympathetic.

"Oh, I really did. I think the hardest part of our meeting was because it was at such a painful point in Piper and Phoebe's lives. Our eldest sister had just died," she smiled sadly, "I really wish I'd gotten to meet her," she sighed, "Oh well, it just wasn't meant to be. I don't really talk to my sisters about it but I grieve for Prue, too."

Priscilla put her hand on Paige's, "Why don't you tell them?"

"I don't know, I guess because it feels kind of selfish?" Paige had an endearing habit of ending sentences in a questioning lilt as if unsure of herself.

"It's not selfish at all. Maybe you never met her but she was a part of you." Priscilla assured the younger woman.

Paige gave her a watery smile, "Thanks. I blew it huh? You probably won't ever want to go to lunch with me again."

Priscilla gave Paige a wicked little wink, "I was actually thinking that after lunch I would love to go shoe shopping, and it's much more fun to shop with someone else."

An attractive man had been subtly watching the two women who were quickly becoming friends and listening intently.

(X)

In a quiet cavern of the underworld, a restaurant patron, a delivery driver and a bird all met. Each morphed into their true personas, those of the three demons walking down the San Francisco street the night before.

"I think we have enough information for your plan," Zahra stated.

"More than enough," Kivad agreed.

"I still think we should just kill them…" the largest and surliest of the three snarled.

"And **I** said that a plan was the wisest course of action." Kivad stated with an air of finality.

Still uncomprehending the plan, the headstrong demon again interjected, "I don't understand how spying is going to lead to killing."

"I know you don't, Rendon," said Kivad in disgust. "Humans love, they hope and they trust. We will use all three against them. It's possible that _we _won't even have to do anything but sow some discord and distrust."

(X)

Chris sat in the office of P3, writing out the schedule for the following week. The club was busy again tonight, but, thankfully, it wasn't too manic. He knew that Pace and Steven could handle the bar, allowing him to deal with the daily paperwork.

Kivad walked down the narrow hallway leading to the office, looked around to make sure no one was looking and morphed into the dark haired Halliwell brother. He strode purposefully toward the bar and Pace.

"Pace, you got a minute?" Kivad/Chris asked imperiously.

"Sure, Chris, what's up?" Pace turned his blue eyes expectantly to Chris.

"My dad says he's interested in meeting your mom, for a position at school."

"Chris," Pace began with a frown, "I know that you're trying to help and I appreciate it, but you didn't tell your dad too much about my mom, did you? She's still nervous. I should have made it clear, I guess. My mom doesn't want anyone to know about her powers."

"Relax, Pace," Kivad/Chris said nonchalantly, "It's not like we're the boogeyman or anything." He laughed meanly. "_My_ mom is a Charmed One," he continued in a condescending tone, "and my dad used to be a White-Lighter."

"I know Chris," Pace gave his new friend a puzzled look. Chris had never used this superior and condescending manner before. "Look, you've got to understand, she's just still very wary. She needs time to realize that she can relax here."

Just then "Wyatt" walked up, "Relax?" He asked with a sneer overhearing this last, "You people brought magic back, now the demons are loose. The last thing you need to do is 'relax'."

"I'm sorry you feel that way, Wyatt," Pace said stiffly. "Maybe if you came from my world you'd have a little more sympathy."

"Right, 'cuz your mom lost some family members. How sad," Kivad/Chris continued in a tone that said he didn't think it was that sad. "So she's been grief stricken for a year. If her 'baby sister' was anything like the rest of you she probably got killed in the back as she ran away."

"And another sister dying from child birth, how pathetic is _that_? Don't they have doctors where you come from, Pace?" Rendon/Wyatt asked nastily.

"You don't know _anything _about it!" Pace shouted, losing his cool. He'd told Chris some secrets and Chris had gone and told his whole family! Pace felt betrayed and angry. His mom had warned him about trusting too easily and he hadn't listened to her. He assumed that the Halliwell brothers were trustworthy based on who they could have been in his world. Apparently demons being in the Underworld where they belonged was not the _only _difference between his reality and this one! Noticing that they were gathering attention, he flicked his hands and froze the room. Seeing that his two 'friends' froze as well, Pace felt a moment of panic. He'd trusted them, but they weren't good witches at all. He hurriedly left the bar.

(X)

Chris realized suddenly that the walls of his office weren't vibrating from the bass in the club's speakers. In fact, the club was silent! Hurriedly, he left his office to investigate. He noticed with shock that 'he' and 'Wyatt' were standing frozen in place, and that Pace was nowhere to be seen.

"Shape shifters," he snarled. He knew that the freeze would wear off soon and that he couldn't vanquish these demons in a club full of people. The powerful spell would kill not only the Shape shifters, but also every non-magical creature in the vicinity. Realizing that the two demons seemed to be in a surround and intimidate formation, he opted to follow Pace, hoping that the wary witch would hear him out.

A/N please r/r

**Reworked**


	4. One Down

Disclaimer: I really, really do not own Charmed- keep your fingers crossed though, if I ever win the lottery I'll be financing the spin-off. ;-D

(X)

Zahra, disguised as Piper, knocked on a door. The door opened and a pretty, dark haired woman answered, she gaped at the woman on the doorstep. She wasn't prepared for Piper, the most observant of the Charmed Ones!

"We met last week but I wanted to speak with you privately," Zahra began, letting herself into the hotel room; she sneered in disgust, "My sons seem very involved with your life. I was hoping to find out why. Children can be so trusting. So can my baby sister," she shook her head in disgust; "I want to be honest with you. I **don't** trust you. You come from God knows where, bringing the magic and demons back and my sons are somehow responsible for your welfare? It just sounds off to me. Looks like you've convinced everyone else to be trusting…" Zahra let her sentence trail, implying that Priscilla had better get started on convincing Piper to trust her.

"You're not trusting?" Priscilla asked. "You don't believe in helping innocents?" Priscilla asked, a brittle edge to her words.

"It's been a long time since I've been trusting. Besides, I'm not so sure that you are an innocent. Didn't Lord Phobos, The Source of All Evil, show up around the same time you did? How do I know that you're not working with him?"

"I can understand your concern for your children, but your family has nothing to fear from mine. If I had the power I would have vanquished Phobos a long time ago." Priscilla promised. "I would _never _work with him." _What the hell is with Piper? 'Lord Phobos'? Priscilla thought._

"You'd say that even if you are, though, wouldn't you?" Zahra/Piper asked disdainfully.

"Actually," Priscilla looked at her guest ruefully, "I suppose that I would."

"You're family doesn't belong here, until I know that you're no threat, I'll be keeping my eyes on you," threatened Zahra/Piper.

"Where I'm from, the Charmed Ones helped innocents. They didn't threaten them." Priscilla said angrily. How dare this woman come into her 'home' and attack her. _She gave an internal shrug, 'you'd think I'd be used to being attacked at home by now'._

"Well, I hear that the Charmed Ones don't exist in your world anymore. No wonder. They don't seem to have been very smart."

"They were great witches! They protected and fought…"

"And died." Zahra interjected, finishing nastily.

"Yes, they sacrificed _everything _for the protection of innocents." Priscilla defended the sisters vehemently. She owed them so much and this version of Piper was sadly lacking from the woman she remembered so fondly, mourned so painfully.

Pace entered the house in a hurry, not even bothering to close the door behind him; he'd heard his mother's raised voice. "I think you should leave." He grimly told their guest.

"_I_ belong here!" Zahra/Piper declared, incensed, "How dare you come into _my _world! I only came to see for myself what kind of people you are."

"Pace, freeze!" Chris yelled, running in the open door.

Zahra thought it was a warning to Pace for yelling at Chris' beloved mother. She didn't realize that he was giving Pace a command. Pace looked at Chris for a moment, surprised and still angry. He threw his hands out to freeze the room. He figured that when the Halliwells froze he'd talk with his mother and discuss their next move. To his amazement Chris didn't freeze, even though Piper did.

"What are you immune, now?" Pace asked wearily. He stood protectively in front of his mother.

Priscilla put a calming hand on Pace's arm, "Piper has the power to freeze, Pace. That is not Piper." Then, almost to herself, "I should have known. _Nothing _could have changed her _that _much."

"The Chris in the bar wasn't me and Wyatt hasn't been at P3 all day. Remember the first demon we fought? We don't freeze." Chris remembered from his other life how it felt to be hunted and weary. He supposed that it was because of his "past" that he was so willing to help this family. He wanted to earn their trust and he knew, from experience, that having someone to trust helped you not feel so alone. Besides, he truly liked the Bennetts.

"I should have remembered. Sorry, Chris. But they knew stuff that I'd only told you, about Mom being a witch, and other things. They were convincing." Pace looked apologetically at his friend. "Guess I'm just used to believing the worst in people."

"No, I'm sorry. I did tell my mom and dad about you. But, you'd never have to be afraid of them. I wasn't gossiping; I was enlisting their help. It's what they do."

"They help the innocent," Priscilla agreed. "Shape shifters?" She asked Chris, arching a dark brow.

He nodded. "We can get rid of this one, at least."

Just then, Zahra broke out of the freeze. Priscilla and Chris were too quick for her, they started the spell.

"When in the circle that is home," Zahra started hissing in pain, "Safety's gone and evils roam." The shape shifting demon bent double and started smoking, "Rid all beings from these walls," screaming and snarling, she fought against Pace, who barred the door. "Save…" Chris and Priscilla shared a look, "we friends three, Now, hear our call." Zahra screamed her final anguished cry and melted into the floor.

"There are two more?" Priscilla asked Chris and Pace, who nodded in answer. "They'll be back." She warned them. "Seems like they hoped to cause mischief, maybe make our families destroy each other, doing their dirty work for them."

"So, we trust each other?" Chris asked Pace hopefully.

"If you start talking like a pompous ass again, I'll know it's not you." Pace said with a smile.

"Yeah, but it could still be Wyatt," Chris said with a wink towards Priscilla. She gave him a warm smile. Chris' personality was irrepressible. She liked the handsome green-eyed young man. Priscilla couldn't remember the last time she'd liked someone, TRUSTED someone outside her family, and here it had happened twice in one day. Then she reminded herself where he came from and why she could trust him.

(X)

"So, we have to warn everyone that there are at least two shape shifters around, causing problems?" Wyatt asked Chris after he heard the story.

Chris leaned back into the couch cushions, exhausted. "I already warned Mom and she said she'd tell the Aunts."

"We've got a regular little magical 'phone tree'," Wyatt grinned at his brother.

"It'd be helpful if we could just orb," Chris muttered.

Wyatt cocked a brow at his little brother, "I am NOT holding your hand." The Elders had taken White-Lighter duties, responsibilities and powers away from the newest generation of witches, in an effort to control the amount of magic any one being could have. However, Paige's daughters, twins, had discovered that together they had the power. When they held hands they could orb.

Chris shot Wyatt a sardonic look. He had no intention of holding Wyatt's hand either. "I just think that if we have to warn everyone all the time, try to be in two places at once… think of the commute hassle we could save ourselves…"

"Looks like Mel isn't the only one with 'power envy'." A grim, determined look entered his eyes, "If it becomes necessary to be able to orb, we will."

"Not by holding hands!"

"No, but if we need the power to protect innocents, we will have it."

"Wy, you're starting to sound an awful lot like the other you."

Wyatt took a deep breath; he wanted Chris to understand his explanation. It still hurt him to think of what he'd become in another time line. "I'm not power hungry for power sake, Chris. I grew up right this time; learned from Mom and the Aunts. The innocent comes first. If being able to orb will save lives…then we will have to convince the Elders to let us at least have that power."

"If orbing, why not the power to heal? Wyatt, _they_ don't want us to have those powers. There's a reason why they stripped them from us."

"O.k. Chris, I don't want to argue with you. I see your point. But, we might be able to get the Elders to see ours. It's something to keep in mind."

(X)

A scream of rage rent the air.

"Calm down." Kivad ordered Rendon, who continued to scream and rage.

"Those witches killed Zahra!" He turned a baleful glare on Kivad. "You said 'if we have a plan, we'll succeed', you said 'the witches would destroy each other'. YOU were wrong!"

"We underestimated them. We should have learned the powers each wields…"

"We _should _have killed them and not have been playing these games!" Rendon snarled.

Kivad nodded in agreement, "Maybe you are right, after all, my friend."

(X)

A/N Please r/r

**reworked**


	5. Friends and Family

Disclaimer: I don't own Charmed, but the voices in my head…they're all mine.

(X)

The doorbell rang at the manor and Piper hurried to answer it. She opened the door and was slightly taken aback by the fact that Priscilla was on the threshold. She swung the door open in invitation.

"Come on in," she said, her voice not quite welcoming. Priscilla gave her a quick glance upon noticing this.

"I know that you're probably surprised to see me. But, I thought we should talk." Priscilla opened cryptically.

"Let's go into the parlor," Piper suggested and followed Priscilla there.

Priscilla sat with a sigh; closed her eyes for a moment as if unsure of how to begin. Finally she spoke, "I wanted to talk to you about who we are, my family, I mean. Why Chris and Wyatt are helping us. I want to be honest," she locked eyes with Piper, "This is _not _easy for me, I've had to be on guard for a long time. Today, I put myself in your shoes. I know that you know some small part of the story. Your sons won't tell you all, out of respect for my wishes. I'm a mother too, Piper," she said quietly, "I know how you want to protect your children and looking at things from your side, I can see where you might be concerned about what kind of threat, if any, we represent."

Piper simply stated, "I love my kids." She refused to apologize for loving and worrying about her children.

Priscilla patted her hand, "Of course you do."

"Does this have anything to do with the shape shifters?" Piper asked.

"Yes, I think since coming face to face with one who hoped to provoke distrust and anger between our two families made me realize that I have to be open with you." Priscilla took a deep breath. "Where I come from, demons rule. It's unobtrusive; behind the scenes ruling so magic hasn't been exposed and the non magical population has no idea that evil is so influential in their lives."

"Where do you come from?" Piper asked the question that she had long wanted to.

"San Francisco." Priscilla answered simply.

"Future?" Piper asked, concern alight in her chocolate eyes. She hated being told by time travelers how bad things would or could become. She just hoped that this time the damaged future wasn't partly her fault!

"Alternate," Priscilla again answered as simply as she could. "The Charmed Ones existed in my world, but the Power of Three has been dead for a long time."

This news hit Piper like a blow, she absorbed the impact and the quick flash of pain and waited patiently for Priscilla to continue.

"That's how I knew that I could trust your sons," Priscilla continued.

"How did you get here?" Piper knew that portals into other dimensions or times were tricky at best.

"My family is magical. Parker can open portals; he always knows 'where' he is and what the differences are. Pace is a human dvd player, 'pause', 'rewind' and 'fast forward'. Palmer has premonitions, much like Phoebe had." She usually hated talking about similarities between the two families, but she sensed that now was a good time to put those reservations aside. Ironically, she had to convince Piper that their families were very similar and therefore hers was unthreatening. She smiled at Piper, "Our families went back generations, fighting the good fight. Your family was a huge influence on mine."

"Thus the P names," Piper smiled, understanding a small part of the closeness.

Priscilla grinned back, finally starting to feel comfortable, "About a year ago, my sister was killed in a demon attack. Parker started to look for a world that would be a safe haven, somewhere where we didn't exist; no sense drawing attention to ourselves by being a family of doppelgangers." She explained quickly and as truthfully as possible.

"What about The Source?" At Priscilla's look of surprise, Piper added knowingly, "There is some connection, right?"

Priscilla took Piper's hands into her own. Her blue eyes stared intently, openly into Piper's brown, "I would never have come if I'd have known he would follow. I would never have brought him here to harm your family, Piper. I would rather have died first. Parker had never opened a portal so large. We weren't sure how long it would remain open. It was open for less than five minutes and The Source was able to follow us through." Tears shone in her eyes. "I never meant to put you in any danger, Piper."

"Do I know you?" Piper asked quizzically, something about Priscilla seemed so familiar. Then she reminded herself that Priscilla had already stated that she didn't exist in this world before Parker brought his family here. "Never mind; it was a stupid question. How could I know you, if you didn't exist here?" She answered her own question, but felt it still niggling away in the corner of her mind.

"We knew each other where I'm from," Priscilla answered as honestly as she could. "Once, we were very close."

"Once?"

"Before you died," Priscilla answered. Piper had momentarily forgotten that part of the story.

Piper's eyes had warmed considerably and when she spoke the chill was missing from her voice as well, "Magic always happens for a reason," she informed the woman, "maybe you are meant to be here. Maybe alone your family couldn't vanquish The Source. Destiny has a way of putting things right."

"Aren't you angry?" Surprise shone in those blue eyes. This calm acceptance was definitely _not_ what she expected from this particular Halliwell!

"I'm pissed." Piper confirmed, her lips tightened into a grim line. "But, not at you. I'm pissed that magic is back. I'm pissed that my children are in danger and are being forced to fight. I'm pissed that we have to face the Source, yet again. I'm pissed that being the good guys we lose so much. Mothers, sisters…I won't lose my children. I'm pissed that we are the tools that 'Good' uses to fight 'Evil'. Haven't we fought enough?" Piper included Priscilla in this. "I'm pissed that you had to flee here, I'm pissed that the innocents in your world will never be saved. I'm pissed that you had to make that decision." Piper's tone changed, "I'm **happy** that you are here. I'm **happy** that you're on our side. I'm **happy** that you came to speak with me. If destiny wants us to fight together, well, then I'm **happy** to fight beside you." Piper pulled Priscilla in a hug, sensing that the other woman desperately needed one. "I'm **happy** that you were close with me, once, and I'm **happy** that you chose to trust us."

(X)

"You've chosen the first?" Rendon asked Kivad.

"Yes. We've faced the eldest of the eldest. Let's face the eldest of the middle sister. One girl can hardly be a challenge, but her death will devastate her family. Besides from what I could gather she's one of the children with the least amount of power. I don't think kickboxing counts." He laughed evilly.

Rendon laughed as well, "That's a plan. Weed out the weakest first to weaken the more powerful."

(X)


	6. Weak

Disclaimer: nope

Phoenix sighed as she loosened her long dark hair from its ponytail. It had been a long day and she was happy that this part was over. Seemed that magic being back was great for business, she'd had to add extra classes. Her new students had instinctively grasped that something about the world had changed, had become darker, and they wanted to learn to defend themselves. If asked, they would have vaguely said that they'd always been interested in self defense and now seemed as good a time as any. If their instructor was anyone other than Phoenix Cooper, daughter of Phoebe Halliwell, a Charmed One, she would have just taken them at their word. Being Phoenix Cooper, however, she knew things that the non-magical community didn't. She was still frankly surprised by the sheer number of 'sensitive' people in San Francisco. Not only were her classes being held more frequently with larger enrollments but she knew that some of her competition was also having remarkably good luck in enrollment.

Business aside, Phoenix practiced at Magic School every night. She was usually the first to arrive and the last to leave. She knew that in her family she was one of the weakest, power-wise, so she made up for it in dedication. Phoenix trained alone and with her siblings and cousins; when they practiced martial arts moves, Nix was the pro.

Not to mention, some of the students at Magic School had taken an interest in what the extended 'Halliwell' family was doing. Leo had allowed a few of the older students to join in the training.

Phoenix should have been exhausted, but happily, the more she pushed her body the more she seemed able to do. In fact, her reflexes had never been this sharp…

The door to Phoenix's studio opened. "I'm sorry," she called out, heading towards the door, "We're closed."

"Oh," the man's face showed his disappointment plainly, "I was hoping to sign up for a class."

The man had come with a friend, and though neither looked too threatening, Phoenix could feel the hair on the back of her neck rise. She didn't intimidate easily but the tall one did give her pause. When she looked closer at his friend, she instinctively knew that he was the more dangerous of the two.

Keeping the small trace of fear out of her voice, and as briskly as she could, she told them, "You'll have to come back tomorrow. We're open 'til 8:00, but I have to close up now."

The eyes of the first man got hostile, "I think you'll close, permanently." He threatened.

Anger sparked in Phoenix's eyes, she snapped, "Well, come on then. I have things to do."

"You won't be doing them," promised the second man softly.

"_You'll_ be stopping me?" she scoffed. "You know, I grew up on stories of Demon attacks. Did my mom leave out the boring chitchat to make it seem more dangerous?" She settled into a fighting stance. "Or have demons just gotten more vocal after twenty years absence? I mean you haven't really had much power to fight with…" she said, "So _**taunting**_, is that all the rage now in the Underworld? A girl likes to keep up with the trends…"

Rendon charged Phoenix who roundhouse kicked him in the face, knocking him down briefly.

She looked down at the demon in surprise, "What, no fireballs? Don't you have any power?" Then exasperated, "Oh, I get it you picked on me, because I'm one of the power-challenged too. Great, just great, first I get denied in the power department but now I gotta deal with demons dissin' me because of it?" She glared at the demons angrily, "You picked the wrong witch, boys." She jabbed Kivad in the larynx, hoping it hurt demons the same way it hurt humans. As he sucked in his breath while tears sprouted in his eyes, she saw that her wish was granted.

Rendon grabbed her from behind and picked her up in a crushing bear hug. She used him as leverage, she raised both feet and firmly kicked Kivad in the chest, knocking him to the ground, throwing her head back into Rendon's face she felt satisfaction when she heard the unmistakable sound of bone breaking. Rendon threw her away from himself and faced her. She saw his nose heal itself and her satisfaction was short lived.

With a groan, she heard the tinkling little bell attached to her door which let her know when clients walked in. There really wasn't anything to do, if the person was a current student, maybe they'd be happy they were taking the classes, if it turned out to be another prospective student, either they'd run away and never come back or be so amazed by her brilliant fighting technique that they'd immediately sign up for her classes. _'Great Nix,' she thought to herself, 'Here you are in a fight to the death with two demons and you still manage to daydream. Maybe the prospective client is a hot, buff, wealthy man, who sees me fighting and wants to take me away from all this…maybe a weekend in Paris? I mean, if you're not gonna keep your head in the game, my girl, you ought to make the daydream a good one.' _She was so busy chastising herself that she was surprised to hear a new voice enter the fray.

"Oh, goodie!" The man said, "I was so afraid that I missed the last class of the day." He instantly headed to the larger of the two demons, pummeling Rendon.

_Phoenix looked at him, 'well, he's not super-buff, actually a bit skinny, but the guy has style'._ She winced as Rendon backhanded the slighter man who staggered. She ran into the middle of the fight, pushing the man out of the way with a quick, "Hey, hero, I appreciate the help and all, but go for the smaller guy and leave the big one to a professional." The man grinned and gave a mock bow while side kicking Kivad in the kneecap.

Again, there was the unmistakable sound of bone breaking. The man looked and as he watched, the twisted leg of Kivad untwisted and firmly locked into place.

"Demons?" The man asked Phoenix.

Breathlessly, she answered, "Yep…oof…how…argh…did…ahhhh….you know?" She fought Rendon as she answered, careful to not glance at the man, trying to focus on her own fight as much as she could. Her own fight had just gotten a little more dangerous as Rendon produced a knife and started hacking at the air in front of her. Trying to avoid the lethal blade, Phoenix was distracted by a shimmer to her left.

The newcomer watched as Kivad's whole being started to quiver and tremble. The demon shrunk ever so slightly, his arms elongating. The 'fingers' of his hand grew longer; vicious claws slashed the air as his lips drew back in a feral growl. Teeth growing and curving into a mockery of a smile, the nose elongated and flattened into a snout, the eyes an eerie yellow. In front of his eyes the once human looking demon had become an animal, but he was unlike any animal ever seen on earth. Doglike, catlike, apelike, the demon was a disgusting hybrid in his 'natural' form, a form that was anything but natural to a human perspective.

The man threw out his hand, a shimmer like a heat wave came from his fingertips and grew, larger, rounder, the shimmer became tunnel-like.

Kivad rushed the man, head down; he aimed for the human's chest. The man seemed to expect this, he smiled calmly and mimicked a bull fighter; arms spread out from his right side as if holding a red cape. Kivad charged and the man stepped aside. Roaring in anger, Kivad spun and tried again. The man deftly maneuvered the demon towards the shimmering tunnel. When Kivad charged a third time, the man waited until the last possible moment, spinning to the side he pushed Kivad.

_The man just shoved the demon into a portal!?_ At least she thought it was a portal, Phoenix had never actually seen one, but she'd heard about them. "Ahhhh!" She screamed in pain as Rendon's knife sliced into her arm and struck the bone within. She backhanded the large demon with her other hand, sending him closer to the portal which seemed to suck him inside.

Alone in the studio, Phoenix and the man stared at each other; both breathing heavily from exertion.

"You're hurt," the man said, coming closer to help Phoenix with her wound.

She backed up a step, "Who are you?" She asked warily. Magic was too 'new' to the world for anyone with any power to be so comfortable and in control of it. Most people with power were still stricken by denial and panic.

"Parker Bennett, I was hoping to take some classes."

"Alright, Parker Bennett, you're going to have to tell me a little more than that. How'd you know they were demons and what the hell did you push them into?"

"Let's take care of your arm first," he suggested tossing the shaggy brown hair out of his eyes.

"It's fine," Phoenix said, looking down. She gasped as she saw she was no longer bleeding. She touched her arm frantically, searching for the wound, which seemed to have vanished. Parker came over and inspected her arm.

"I'll tell you how I did what I did, if you can explain_ this," _he bargained.

"I don't know how this happened. I mean, I usually don't bruise much and heal fast but I've never healed this fast…" she admitted, puzzled.

"Looks like you won the magical lottery," Parker grinned.

Phoenix looked at the likeable man warily, "Your turn."

"I come from a magical family, too," he assured her. "I open portals. I sent the demons to a world with no life on it. I didn't know which spell to use," he shrugged, "I knew they were demons because, usually, when you dislocate someone's kneecap, it stays dislocated…." Seeing that some of the wariness had left her eyes, he continued, "I have a small bit of telekinesis, I can't move really large things and I can't move anything a great distance. Portals are cool but sometimes, you can't open one. It'd be hard to explain to a crowd… so, I was hoping to take classes here. My brother works at P3, he suggested your studio to me. And here I am."

"And here you are." Phoenix echoed. She headed to her schedule. "Do you want a class with regular Joes or were you hoping for something a bit different?"

"You offer something different?" he asked in surprise.

"Three days a week, I teach a self defense course at Magic School. It's full of mostly teenagers, a few teachers and some of my family, when they can make it. I focus on basic self defense principals but we also incorporate whatever magical edge each student might have. I was headed there now." She glanced at her watch, "Oh, crap! I'm late."

"How do we get there?" Parker asked.

"A potion," Nix replied.

"I think I know a better way," Parker stated as Phoenix finally locked her front door.

(X)

**reworked**


	7. Training

Disclaimer: Still don't own it

A/N: I'm totally patting myself on the back right now…I wrote That Old Black Magic and now this last weekend I saw a preview for a movie called Succubus about Lilith. See, I can think like the media folks….the movie looks like it sucks azz though. Hope that my episode didn't. Cross those fingers, the lottery is up to 53 mil, if I win there may be a shiny new spin-off for you. (Hey, if I didn't have a good imagination I wouldn't be much of a writer)

(X)

"Wow!" Phoenix exclaimed as she stepped through the portal and into Magic School. "Who needs a potion…or a car?" She gave Parker a thoughtful look then called out, "Sorry I'm late…"

"Late?" Psyche echoed, "If anything, you're early. Though since it's only about five minutes opposed to your usual fifteen, maybe in the land of Nix, it qualifies as being late."

"But, I thought…" Phoenix looked confusedly at Parker who gave a grin.

"I couldn't have let you be late on my account."

"Well, it was really the demons that made me late," Phoenix reminded him.

"Yeah, but have you ever known a demon who helped anyone?"

"Can't say that I know many demons," she bantered.

Psyche watched the two in confusion, her sister comes in with some guy, a first to say the least, and they seem to have some private joke going. "Who's your friend?"

"Parker, this is my sister Psyche." The two shook hands, "Parker is going to be joining the training sessions," she informed the room at large, which held almost all of the students expected; not everyone was as punctual as Phoenix. "Now let's get started," she commanded. Even though she still had minutes to go before class officially started, she knew that they all needed as much practice as they could get!

The following hour was grueling. This practice session was more for the older students at Magic School who had wanted to train with Nix, although family did show up to these ones on occasion. They'd practiced fighting against each other, one on one, one on two and so on. Phoenix tried to make her practice sessions as close to realistic as she could and demons usually didn't show up alone. She went through every combination that she could think of but the trouble was, as far as demon fighting was concerned, she was still a relative novice. She found herself relying on Parker's suggestions.

"Great job, everyone!" Phoenix called out to signal the end of class. She headed towards a shy teenaged girl and said quietly, "Amelia, I'd like you to work on your timidity," she softened her voice, "just a bit. Your spells are flawless but you need more confidence. You could easily be my best pupil." Phoenix liked to compliment someone when she was being critical; she'd learned that it helped the other person accept the criticism better.

"Hey, Teach; what about me? How am I doing?" asked a red faced teenaged boy.

"You're coming along fine, maybe a tad overzealous," she told the boy, meaning his training sessions and his obvious adoration of Phoenix. _'Sheesh, she really needed to find a potion to counteract the pheromone thing!'_ She turned, "What did you think, Parker?"

He grimaced wearily, "That I signed up for the right class." He groaned, "I can definitely learn a lot from you. But, Teach," he mock whined, mimicking some of her younger students, "you might want to take it a bit easier on those of us that aren't bruise proof," he laughed. "Do you need a lift out of here?" He offered.

"No, thanks. You go on ahead; I've still got a few things left here to do. See you on Wednesday?"

"Absolutely," he answered and spun into a small portal.

"How cool is _that_?" Psyche asked, clearly playing matchmaker.

"Way cool," Nix agreed.

"He's a hottie," Psyche noted, knowing that it wouldn't do any good. The Cooper sisters did not just have magic from their mother, Phoebe, but from their father as well. Like the Goddess she was named after, in honor of her father's 'job'; Psyche could sense soul mates, so she knew that her sister had not just found hers', however, there was nothing wrong with a little flirtation…

Phoenix sighed, "He is, but I don't think he's interested." She shook her head, "I'm not too sure _I'm _interested." At her sister's less than shocked look she continued, unnecessarily, "I know, contrary, right? Here I always claimed that as soon as a guy didn't become a slobbering puppy I'd have found the one I wanted to spend some time with. I've met two recently," she shrugged.

"You don't want to spend time with Parker?" Psyche asked.

"I do," Nix assured her sister, "But he feels more like the brother type."

"We don't have a brother," Psyche grinned at her sister.

"Okay then, another cousin, maybe. I just don't get that tingle mom always talks about. He feels comfortable and friendly to me, that's all," she stressed. "I'd love to hang with him, work with him, he makes a good ally," she admitted, "And I am thrilled that he doesn't seem affected by the pheromone thing, which makes him a welcome change and almost family." Only family members had ever seemed immune to Phoenix's amped pheromones; even witches from other families were not immune, she wondered vaguely why Parker and his brother Pace seemed so unaffected.

Leo walked up to his nieces then. "Girls, do you have a moment?"

"Of course, Uncle Leo," Phoenix gave him her full attention. He might be family but here he was kind of her boss.

"Some of the parents have heard of these practice sessions…" he began inscrutably.

"Oh no! Are they angry or something?" Psyche asked.

"On the contrary; they're thrilled. The elders are pleased and have authorized me to offer you both teaching positions. They'd like to add these sessions to the curriculum." He beamed at his nieces.

"Wow! That's amazing!" Nix exclaimed while giving her Uncle an enthusiastic hug.

"So that's a yes?" He teased.

"Yes!" Shouted both girls in unison.

(X)

Leo walked away from the encounter with his nieces very pleased. He had one more teacher to hire and his day would be done and he could get home to Piper. He opened the door to his office, "Hello, Priscilla, I'm Leo. I'm the headmaster here…"

(X)

**still short but all done**


End file.
